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Share Name | Share Symbol | Market | Type |
---|---|---|---|
P G I Incorporated (CE) | USOTC:PGAI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0002 | 0.00 | 01:00:00 |
FLORIDA
|
|
59-0867335
|
(State or other
jurisdiction of incorporation)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each
class
|
|
Trading
Symbol
|
|
Name
of each exchange on which registered
|
|
|
|
|
|
Large accelerated
filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☒
|
Smaller reporting
company
|
☑
|
Emerging growth
company
|
☐
|
|
|
Part No.
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Item No.
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Description
|
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Form
10-K
Page
No.
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I
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1
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Business
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1A
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Risk
Factors
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1B
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Unresolved
Staff Comments
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2
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Properties
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3
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Legal
Proceedings
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4
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Mine
Safety Disclosures
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II
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5
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Market
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer
Purchases of Equity Securities
|
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6
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Selected
Financial Data
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7
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Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations.
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7A
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Quantitative
and Qualitative Disclosures About Market Risk
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8
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Financial
Statements and Supplementary Data
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9
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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9A
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Controls
and Procedures
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9B
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Other
Information
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III
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10
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Directors,
Executive Officers and Corporate Governance
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11
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Executive
Compensation
|
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12
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
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13
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Certain
Relationships and Related Transactions, and Director
Independence
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14
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Principal
Accountant Fees and Services
|
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IV
|
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15
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Exhibits
and Financial Statement Schedules
|
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16
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Form
10-K Summary
|
|
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Signatures
|
|
|
Principal
|
Unpaid
|
|
Amount Due
|
Interest
|
|
($ in
thousands)
|
|
|
|
|
6.5%
Subordinated debentures due June 1, 1991
|
$138
|
$279
|
6%
Subordinated debentures due May 1, 1992
|
8,025
|
26,791
|
|
$8,163
|
$27,070
|
|
|
|
Increase
|
|
2019
|
2018
|
(Decrease)
|
|
|
($ in thousands)
|
|
COSTS,
EXPENSES AND OTHER
|
|
|
|
Interest
expense
|
$1,412
|
$1,388
|
$24
|
Forgiveness
of Debt and Interest
|
-
|
(875)
|
875
|
Taxes
and assessments
|
5
|
5
|
-
|
Consulting
and accounting-
|
|
|
|
related
party
|
35
|
36
|
(1)
|
Legal
and professional
|
65
|
95
|
(30)
|
General
and administrative
|
55
|
94
|
(39)
|
|
$1,572
|
$743
|
$829
|
|
|
|
Increase
|
|
2019
|
2018
|
(Decrease)
|
|
($ in
thousands)
|
||
Cash
|
$309
|
$526
|
$(217)
|
Land
inventory
|
14
|
14
|
-
|
Other
assets
|
13
|
13
|
-
|
|
$336
|
$553
|
$(217)
|
|
|
|
Increase
|
|
2019
|
2018
|
(Decrease)
|
|
($ in
thousands)
|
||
Accounts
payable and accrued expenses
|
$169
|
$230
|
$(61)
|
Accrued
interest
|
30,455
|
29,043
|
1,412
|
Accrued
interest-related party
|
52,915
|
52,915
|
-
|
Notes
payable
|
1,198
|
1,198
|
-
|
Convertible
subordianted debentures payable
|
8,163
|
8,163
|
-
|
|
$92,900
|
$91,549
|
$1,351
|
|
|
|
Increase
|
|
2019
|
2018
|
(Decrease)
|
|
($ in
thousands)
|
||
Convertible
subordinated debentures
|
$27,070
|
$25,744
|
$1,326
|
Notes
Payable
|
3,385
|
3,299
|
86
|
|
$30,455
|
$29,043
|
$1,412
|
|
2019
|
2018
|
Revenues:
|
|
|
Interest
income
|
$1
|
$2
|
Interest
income-related party
|
-
|
5
|
Miscellaneous
income
|
3
|
-
|
|
4
|
7
|
|
|
|
Costs
and expenses:
|
|
|
Interest
|
1,412
|
1,388
|
Forgiveness
of Debt and interest
|
-
|
(875)
|
Taxes
and assessments
|
5
|
5
|
Consulting
and accounting-related party
|
35
|
36
|
Legal
and professional
|
65
|
95
|
General
and administrative
|
55
|
94
|
|
1,572
|
743
|
|
|
|
Net
Loss
|
$(1,568)
|
$(736)
|
|
|
|
Net
Loss Per Share
|
|
|
Available
to Common Stockholders
|
|
|
Basic
and Diluted (Note 16)
|
$(0.42)
|
$(0.26)
|
|
Preferred Stock
|
Common Stock
|
|
Accumulated
|
|
||
|
Shares
|
Par Value
|
Shares
|
Par Value
|
Paid-in Capital
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
Balances at
1/1/19
|
2,000,000
|
$2,000
|
5,317,758
|
$532
|
$13,498
|
$(107,026)
|
$(90,996)
|
|
|
|
|
|
|
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Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(1,568)
|
(1,568)
|
Balances at
12/31/19
|
2,000,000
|
$2,000
|
5,317,758
|
$532
|
$13,498
|
$(108,594)
|
$(92,564)
|
|
Preferred
Stock
|
Common
Stock
|
|
Accumulated
|
|
||
|
Shares
|
Par
Value
|
Shares
|
Par
Value
|
Paid-in
Capital
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
Balances at
1/1/18
|
2,000,000
|
$2,000
|
5,317,758
|
$532
|
$13,498
|
$(106,290)
|
$(90,260)
|
|
|
|
|
|
|
|
|
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(736)
|
(736)
|
Balances at
12/31/18
|
2,000,000
|
$2,000
|
5,317,758
|
$532
|
$13,498
|
$(107,026)
|
$(90,996)
|
|
2019
|
2018
|
|
($ in
thousands)
|
|
Fully
improved land
|
$14
|
$14
|
|
$14
|
$14
|
|
2019
|
2018
|
|
($ in
thousands)
|
|
Deposit
with Trustee of 6.5%
|
|
|
debentures
|
$13
|
$13
|
|
$13
|
$13
|
|
2019
|
2018
|
|
($ in thousands)
|
|
Notes
Payable-
|
|
|
At
prime plus 2%, due October 1, 1985
|
$477
|
$464
|
At
prime plus 2%, due October 1, 1987
|
2,908
|
2,835
|
|
$3,385
|
$3,299
|
|
2019
|
2018
|
|
($ in
thousands)
|
|
6.5%,
due June, 1991
|
$138
|
$138
|
6%,
due May, 1992
|
8,025
|
8,025
|
|
$8,163
|
$8,163
|
|
2019
|
2018
|
||
|
($ in thousands)
|
|||
|
Carrying
|
Fair
|
Carrying
|
Fair
|
|
Amount
|
Value
|
Amount
|
Value
|
Cash
|
$309
|
$309
|
$526
|
$526
|
Accounts
payable
|
-
|
-
|
18
|
18
|
Debt
|
9,361
|
-
|
9,361
|
-
|
|
Position with
Company and Business Experience
|
Name and
Age
|
During the Last
Five Years
|
|
|
Laurence
A. Schiffer
(age
80)
|
Director of the
Company since April 1987; President, Chief Executive Officer and
Chief Financial Officer of the Company since February 1994; Vice
Chairman of the Board since May 1987; President and Chief Executive
Officer of Love Real Estate Company and Love Investment Company
since 1973; Manager of PGIP since 1995; member of the Real Estate
Board of Metropolitan St. Louis and the National Association of
Real Estate Boards.
|
|
|
Andrew
S. Love
(age
76)
|
Director
and Chairman of the Company’s Board of Directors since May
1987; Secretary of the Company since February 1994; Chairman of the
Board of Love Real Estate Company and Secretary of Love Investment
Company since 1973; Partner in St. Louis based law firm of Bryan,
Cave, McPheeters & McRoberts until 1991; Manager of PGIP since
1995.
|
|
|
|
|
|
|
|
|
Percent
of Total
|
|
|
|
||||
Name(8)
|
|
Common
Stock
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Preferred
Stock
|
|
Percent
of Total Voting Power (1)
|
|||||
Estate
of Harold Vernon
|
|
998,777
|
(1)(2)
|
|
-
|
|
|
18.8
|
%
|
|
-
|
|
|
13.0
|
%
|
Mary
Anne Johns Trust
|
|
-
|
(2)(3)
|
|
125,000
|
(3)
|
|
-
|
(3)
|
|
6.3
|
%
|
|
5.0
|
%
|
Love
Investment Company
|
|
2,260,706
|
(4)
|
|
1,875,000
|
(4)
|
|
42.5
|
%
|
|
93.8
|
%
|
|
56.5
|
%
|
Andrew
S. Love
|
|
2,263,215
|
(5)
|
|
1,875,000
|
(5)
|
|
42.6
|
%
|
|
93.8
|
%
|
|
56.6
|
%
|
Laurence
A. Schiffer
|
|
2,263,215
|
(6)
|
|
1,875,000
|
(6)
|
|
42.6
|
%
|
|
93.8
|
%
|
|
56.6
|
%
|
All executive officers and
directors as
a group (2 persons)
|
|
2,263,215
|
(7)
|
|
1,875,000
|
(7)
|
|
42.6
|
%
|
|
93.8
|
%
|
|
56.6
|
%
|
|
PGI
INCORPORATED
(Registrant)
|
|
|
|
|
|
|
Date: March 12,
2020
|
By:
|
/s/ Laurence A.
Schiffer
|
|
|
|
Laurence A.
Schiffer, President
|
|
|
|
(Duly Authorized
Officer and
Principal Executive
Officer)
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Andrew S.
Love
|
|
Chairman of the
Board
|
|
March 12,
2020
|
Andrew S.
Love
|
|
Secretary |
|
|
|
|
|
|
|
/s/ Laurence A.
Schiffer
|
|
Vice Chairman of
the Board,
|
|
March 12,
2020
|
Laurence A.
Schiffer
|
|
President, Principal Executive |
|
|
|
|
Officer, Principal Financial |
|
|
|
|
Officer, and
Principal Accounting
|
|
|
|
|
Officer |
|
|
1 Year P G I (CE) Chart |
1 Month P G I (CE) Chart |
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